Arachnophobia
by ClutchPaper
Summary: Nine and Rose are dragged into a dark, slimy and dank underground civilization. Rose is put to work lifting and carrying in exchange for her survival. The Doctor is not so lucky... he's kept alive for a much more disturbing task.
1. Chapter 1

Author's Note: I wrote this forever back ago- that's proper English, I swear. And I have just a bit left to finish. With break coming up, I figured I'd get this story out there.

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Rose settled in a short length from his feet, the thick webbing on her leg pulling taunt. "How're you today, mate?" She gave her best smile, and brushed her mud-caked hair back. She had finally given in and used the filth to her advantage, taking a handful of her hair and wrapping it around a larger portion of blonde locks in the back, sort of a natural ponytail. She wiped her grimy fingers across her pants, trying to get them to a state that would be considered by a mole as somewhat clean. She looked down at her shredded jeans, sighing and blowing a stray hair from her face. Her hands throbbed from the new calluses and her back ached from the lifting and carrying.

There was a body that was stretched arm and leg across a wicked looking series of thin pale tubes with red blood in them, then thicker tubes pumping a clear fluid were riddled all over his body. Long stringy cords held him up. The body shifted slightly, and Rose heard him take a wheezing breath, his chest laboring to fill his lungs. "Fantastic. Never been better, you?"

Rose's smile wavered. "Oh yeah. I'm just…fantastic." She tilted her head towards her shoulder, hoping he'd look up, even just a moment.

The pale shade of his skin and the shivering that took him at times made her wonder if this wasn't going to be the end of both of them. His flesh was dirty, like hers, his hair, what little he had, was thick with brown-ish green mud.

The dank room that surrounded them was something Rose couldn't quite understand, a smelly wet hole in the ground…and yet the technology stored down here was absolutely astounding. Threading through the slick-mossy walls were all sorts of wires and cables. Huge computers sat snuggly pressed against the damp sides of dirt, laboratories were nestled in among the thick slime of the walls.

Rose got to her feet, pulling at the gummy webbing that tied her ankle back to the tiny hole where she was expected to sleep. She didn't get any farther than she was able to before, her fingers just brushed his shoulder. Her light, desperate touch seemed to bring him back to this dim little world.

The Doctor's brilliant eyes blinked up at her, and his drawn face made an effort to give his typical toothy grin. He didn't manage to comfort with the smile at all.

A thin drool of liquid dripped from the ceiling and slathered his back while Rose watched. He immediately pulled a face and tried to shake it off, but Rose couldn't get close enough to help and she felt a small desperate smile pull her upper-lip. If it hadn't been so sad, she might have even giggled.

A tug on the webbing cord around her leg jerked her off her feet. She landed on her knees and struggled to stand again, obviously being dragged somewhere. "I-I've gotta go. I'll be back tomorrow, yeah?"

"Yeah." Was his only response, his fire-blue eyes locking on the floor again as Rose glanced at him while she was dragged away to attempt some other soul crushing task.

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It's not hard to leave a review, and it is hard to stay motivated to write when real life is super hectic. Help me to keep at it. Review, please.


	2. Chapter 2

_(Eight Days Ago)_

"I've got rights!" Rose roared, slamming her fists against the thick exoskeleton of her captor. She watched the enormous spider splatter webbing all down her leg, and she immediately crouched to claw it off. The Spider hissed at her and the dreadfully human-ish face bared yellowed fangs in blood red gums.

"Touch it not pretty, or I will find you more for use as fodder."

"Where's the Doctor? What've you done with him?" Demanding an answer, Rose sunk her fingers into the slimy product that was entwining her ankle and tried to scrape it off. It was hardening faster than she could get her fingers between it and her skin. She looked up, trying to control her fear.

"Pretty one, so loud. Maybe find tongue not needed for work." The Spider leaned in close, all of the eyes on its elongated maroon head blinked at her.

Rose bit down on her tongue, glaring instead. Pushing her shoulder with his leg, it forced Rose onto her feet. Taking her down a long passageway, the giant spider kept her moving with rough nudges of a thick hairy arachnid leg. Rose was shocked as she started seeing electric lights hanging from the ceiling, long thin mushrooms sprouted and leaned in towards the flicking glow. The floor was loose pebbles, and despite the fact that everything else was made of moist looking dirt, the halls were rather tidy. No animal bones or refuse. In fact, there was a long cable that popped out of a wall to her left and ran as far down the tunnel as she could see.

They stopped at an indentation in the wall, with some thick blades of grass tossed into it, Rose immediately knew what this was. It was her new room. Shoved forwards again, Rose obeyed and climbed into the damp hole, she was _just_ able to fit if she curled up.

"I want to know what you've done with the Doctor. Just tell me if he's all right."

The Spider hissed through the stained teeth and sent out a stream of webbing from it's rump, sealing Rose's length of cord to a huge rock that jutted from the floor. "He alive. He stay alive. We no kill. You silent."

"Yeah, a bit anyways." Rose tried to keep from touching the walls, but it was nearly impossible.

"You learn works. You stay alive. You no learn works? I eat you. I eat you until all liquids and drink you." The Spider turned to leave, heaving its huge body off through the hall.

Rose had heard the other Spiders talk, they'd almost sounded normal. Rose realized she'd gotten an idiot Spider to lead her around and taunt her. It was almost funny, thinking she had a balmy arachnid as a keeper. The moment of humor didn't last long as she heard a long scream echo through the halls.

That voice had become almost as familiar to her as her Mum's… it was her traveling companion. The Doctor screamed again, and then there was silence. Rose climbed out of her dingy bed and checked down both directions of the tunnel, nothing. She picked a direction, hoping it was the right one, and began stealthily inching forwards.


	3. Chapter 3

Twisp had hardly even begun before the tiny humanoid had begun screaming. Hardly out of his tenth season, Twisp knew better than to question a command. But, hadn't this procedure been planned out with giving the humanoid some sort of anesthetic? He was pretty sure that vespid pith was what had been decided. The addictive qualities were far lower than culmin venom, and while it was still a problem later on, it may have eased current unnecessary distress.

"Mistress? Should we not avoid further damage to the creature?" He ventured, watching the puny creature all wrapped in thin pink flesh writhe as his stomach swelled with the pumped in liquids. Twisp shut off the pump before the creature burst and then pressed his hands down on the hole they had created as the machine began to purge the tiny body of any food it might have eaten previously. The suction action slowly drained out the contents of the stomach and Twisp watched the creature blink as if exhausted from the pain.

"Damage? This fleshy…thing, is of no use to us as it is now. And I know these creatures well indeed. It will heal, and much faster than most, you full well know that so few survive. Males, Twisp, males are so very soft in nature, easy to hurt, but easy to be recovered. He will mend." Twisp watched the High Mistress gazed down at the flabby and pliable humanoid, her ebony eyes bright in the laboratory's light. "You forget not that he is quick to heal. You push him forwards as fast as you can."

"As you say, my Mistress." Twisp hissed, knowing that he had just tested his luck, watching her leave, a soft trail was left in the dirt by her dainty legs. He looked down at the humanoid, it turned its head and glared. The small creature was no threat at all in the current position, arms locked at its sides, and feet strapped down.

"What are you doing here? Your people were destroyed by mine. How can you be here, and where is Rose?" The tiny humanoid's face was drawn with anger and possibly lingering pain.

Twisp lowered himself slightly, to look down at the ugly creature. "Rose? She has been separated from you, she is unharmed. On my existence, I swear she will remain so as long as you wish it." He noticed the humanoid lay back slightly, seeming a bit less tense. It would seem that talking of the well-being of his current mate calmed him. Twisp carved that into a section of the wall as a note to himself.

Turning his face away, Twisp set about his task, ignoring any comments or threats made by the tiny humanoid. He separated the tubing from the pump machine and hooked it to the sac that hung above his head, a sac of liquid donated by the High Mistress herself.


	4. Chapter 4

-(Now)-

Rose grabbed at the sticky bundle, her fingers trapped in the thick cottony wrapping. Rubbing her scratchy nose across her shoulder in an attempt to quell the itching, Rose brought the bundle up to her chest, stumbling back slightly under the weight.

Yet another devoured meal all snuggled in a string web. Rose could smell the dusty and dried bones of what ever creature it might have once been. She struggled to the ramp that lead her up to the grass above them, and out into the sunshine. Only a few steps beyond the trap door that she exited from, she released the cocooned creature into a ravine. Her leg snapped back as she tugged the cord to its very length and she turned, looking up at the dark glittering sky before walking back towards the trap door. She remembered the first time she'd seen such a thing, sealing itself perfectly, hidden under the grass.

-(Nine Days Ago)-

Rose smiled as the Doctor shoved open the doors to the TARDIS and strode out. Bright light spilled down on the doorway, green rippling grass dipped in cyan dew enticed her out from the darkly lit console room.

The Doctor had spread his arms and stood as if he could actually absorb the light straight from the sky itself. Rose wouldn't doubt it with all the wonders she'd seen him do yet. She sidled up beside him and grabbed his arm, forcing him to lean dangerously to one side. He scowled at her, "Oi!" He tumbled to the left and Rose let go just in time to keep him from falling over. "What was that for?" He demanded, righting himself and setting his arms on top of the other.

"Just a mood, ain't you ever had one of them, mate? Just a silly impulse?" Rose grinned and popped off one shoe, balancing as best she could. She set her bare foot in the damp grass and stretched down to take off her other sneaker.

The Doctor uncrossed his arms, Rose should have suspected as his hand slowly came at her, but she glanced only once. Before she could react, one foot in her hand and shoe half-off, the Doctor gave her just enough of a shove to topple her over.

Rose shrieked and flailed, her shoe flying away as she collapsed into the damp grass. She lay there a moment, shocked, and let out a long laugh. "What was that?"

"A fancy of mood. Silly impulse." He replied dryly, crossing his arms again, and his huge smile spreading across his face.

Rose sat up and tilted her head, "We here for somethin'? This place safe or what?"

"Oh, safe as any. Here to look around a bit, did you know this planet is all plane? Not more than a tiny rim of hills upon it."

Indeed, Rose looked around, and she could see on and on to the horizon. Waves of grass all covered in bright blue drops that reflected from a brilliantly blue sky. "Nothin' plain about it. Why can't we come to more places like this?" Rose quipped, hopping to her feet and feeling the cool dew drip across her feet, straight through her toes.

"Plane. Like a prairie? Meaning no mountains, you stupid ape." The Doctor responded, shaking his head.

Hoping he was playing along with her and not really calling her his favorite name for her idiot boyfriend. "All I mean is… that we always end up in dark scary places, lots of guns and war, yeah? Look around, just nice and open." Rose smiled up at him, and he rose an eyebrow.

"You want to look around, or you happy to stand here and prattle about it like your Mum?"

"Don't bring in me Mum." Rose pointed in a random direction, her finger choosing where they should go with no discretion. "That way?"

"Doesn't matter to me…But I think we should go that way." The Doctor pointed a little to the right, and Rose looked in his chosen direction. There didn't seem to be anything different from where he wanted to go, so she shrugged.

"Fine."

He offered her his arm, and she took it, leaving her shoes off next to the TARDIS. Glancing down, Rose noticed he didn't seem to mind that his shoes would get soaked through, and she wondered if he had alien shoes that didn't get wet or something. The sun was just getting ready to set, and Rose realized perhaps was not dew on the grass, it might have been rain…even though there wasn't a cloud in the sky. That, or maybe the days here were very short and the dew hadn't dried before sundown, she had no idea what size this planet was.

"You like it?" The Doctor asked in an odd tone, almost as if he really wanted her to say she did. His eyes roved the shivering plants around him, and then settled on the horizon.

"I think it's the nicest planet we've been on yet." Rose responded, smiling and listening to the rustle of the wind, there was a faint insect chirrup coming from somewhere, and the sun was just beginning to turn the sky pink.

"Reminds me of the Eye of Orion. Quiet gets to you after a bit though, _too much_ quiet, you know." He took a long breath, and Rose looked up at him, his brow furrowed. Eyes inattentive from her, he pulled his arm free of hers and walked slowly to a patch of greenery and crouched. "Hullo…" He poked his finger at something, and Rose knew she had to go see what had caught his attention.

"What is it then?" She crouched next to him and raised an eyebrow, not seeing anything worth noting.

"Not sure. Looks like a…door." He ran his finger along the ground, obviously seeing something Rose was not. "A very, very cleverly hidden door. A big door." He scooted to the right and kept tracing his finger along the edge of the hidden door.

Rose still saw absolutely nothing of interest in the dirt and sighed, looking up instead at the sunset that they were missing. The sun was almost half gone now, the most glorious moments of the sunset still in full brilliance. Ignoring the Doctor's muttering about the 'door' Rose stood to her full height and watched the alien sun sink beyond the horizon.

"GET DOWN! ROSE!" The Doctor's voice snapped Rose from her appreciation of the setting sun and she spun around on instinct, before registering his words and falling to her stomach.

A long, thin, hairy, leg reached out to her, hitting her purple hoodie, and the coarse hairs seemed to stick to her clothing. Rose pulled back, the leg grating across her jacket like Velcro before moving for another swipe at her. This time, she wasn't fast enough and it slammed her to a fixed point on the ground, catching itself down her back and in her hair. Greasy, wire-y, hairs seemed to stick to her as she tried to scrabble out from underneath it. "Doctor!" She yelped, her face splattering with dew as she was dragged forward, towards the dark hole where the leg emerged.

She caught a flash of movement, the Doctor was waving his screwdriver wildly, and then, to her horror, he was slapped across the head by another leg. The Doctor fell, and she couldn't make out what happened to him once he hit the ground, all she knew was that she was being quickly dragged into a dark cave that had appeared from nowhere.

"DOCTOR!"


	5. Chapter 5

It seemed like the smell began to wear off. It _was_ still there, but Rose had gotten so used to it that she didn't even notice it anymore. A damp, moldy smell, like finding a wet towel that'd sat too long in the laundry heap. She collapsed in her little nest and curled up a moment, trying to drive off the bone aching weariness. She'd been hauling carcasses for hours, ever since she was woken up.

Her ears picked up some movement from one of the tunnels, coming her way, too. Scooting out of the hole she called her "room" she stood ready to take on another task.

"Lovely? Come to see, come to see." The mentally challenged spider, that she'd never sorted the name on, scuttled up to her and motioned her to walk with him. Rose stepped in front of the creature, walking just where it could grab her if needed. She was nudged and prodded in the right direction, a scowl on her face. After a moment, she noticed where they were going. They were headed to see the Doctor.

Rose walked faster, she hadn't spoken to him in a few days. Slightly more disturbing was that she hadn't heard anything from him, no screams or moans or righteous angered shouting. Just gut wrenching silence.

The laboratory where he was usually hanging was brighter lit than most of the other rooms, most notably, the Doctor was no longer strapped to the wall. Rose hurried in, the thread on her ankle pulling taunt. "Where's he?" She demanded, noticing the shadow of the balmy spider that had loomed over beginning to retreat.

Twisp, the resident scientist spider emerged from a far corner. "Here, little maid. He is here." The scientist motioned a spindly arm at her and slipped back behind some equipment before emerging again. He shoved a giant machine that had been blocking her view. The Doctor had been removed from the wall, he was now laying on an operation table. His eyes closed and his breathing deep and slow as if he was asleep.

"What the hell have you done?" Rose demanded, pulling the webbing on her leg to its length and still being over half an arm's length away.

"I believe that his emotional care for you is very profound. He will respond favorably to your presence." Twisp moved around the table and the thin hands that protruded from his upper body reached down and passed over the Doctor's forehead. Rose had seen seven or eight spiders since she'd come, none of them stayed in the area she was confined to for very long, only Twisp and the stupid spider. She'd noticed in that time, that only a few of them had long three fingered hands rather than useless points at the end of their legs. She wasn't sure if that meant they were supposed to do work that required hands, some kind of a drone in the colony? But as things were, she was pretty sure it didn't affect her.

"What're you going to do?" Rose asked bitterly, her dark eyes fixed on the seemingly peaceful face of her friend. His smooth pale skin had been washed, which was more than she could say for herself.

"It is mostly done, what will happen now will be a true test. You will be part of the experiment, little maiden." Twisp's mouth was pulled into a determined line, not the smile of a triumphantly crazy scientist. Rose wondered if she had any chance of talking sense into him, he almost seemed like a decent fellow, except that he was the one who had been torturing the Doctor for the last week.

"All right then." Rose affirmed, willing to do almost anything to be able to keep an eye on her best friend.

Twisp traced a tube that was hooked into the Doctor's chest, reaching for one of many pouches that hung from the ceiling. The baggies were all different colors and Rose had no idea what they were, or why there were so many all in IVs to the Doctor. Twisp seemed to notice her studying the bags. He pointed to one of the clear baggies, "This breaks down the DNA and then it will reconstruct itself and destroy the patch-ups, allowing for a quite…" He trailed off, seeing as Rose felt her face was conveying that this was over her head, she wasn't surprised that he'd petered out. Changing directions with the conversation, he began talking again. "You shall have the simplest of tasks. Once he is awake, you shall converse and we shall see if he rejects you." The thin brown hand found the correct pouch and it pulled the tube out, a splatter of the liquid hit the floor and ran down Twisp's arm.

Rose looked up at the scientist. "Let me get near him."

"Ah. Uhm…yes. Yes. Of course." The mottled brown and cream coloured spider scurried around the table, grabbed the webbing cord and brought it to his mouth, biting it clean through. He then brought a thin line of his own webbing and connected it to the bit still on her ankle and then to the edge of the Doctor's table.

"Thanks." Rose said genuinely, actually surprised the spider was willing to accommodate her request.

"Mmm." Was the only response she got from him and he scuttled to the other end of the laboratory, reaching up and poking at the pouches, sloshing them gently.

Just as Rose was about to try to strike up a conversation with Twisp, one that she had hoped would be clever enough to turn him to sympathy, like the Doctor would have been able to…that or threaten him into surrender and assisting them, the Doctor let out a moan.

Rose placed a hand on his forehead, "You okay, Mate?" She felt the greasy, oily residue of constantly being prodded by the spider's legs on his skin and waited for him to come around.

He opened his eyes, eyes that were black as ebony, they blinked at her a moment and then rolled back, closing. Rose hesitated, and then chose not to pull her hand away.

His leg jerked, and his shoulder followed, then he went taunt for a moment before visibly relaxing. A thin breath escaped his lips and his eyes opened again, still dark and unfamiliar. "Rose, you're safe." He whispered, as if comforting a fear he'd had.

"Yeah, I'm fine." She answered, unsure what to do, he looked exhausted and his eyes had been taken over with a slick liquid-y black. He'd never looked so worn down or beaten before. "How about you? You're not looking so hot."

"No?" He let out a little laugh, a bitter and cold laugh. Although Rose hadn't notice him look before, the Doctor seemed to immediately know where Twisp was, and gaze at him.

Rose looked up too, Twisp was jotting something down on the wall, his eyes glanced up suddenly, as if just remembering they were aware he was in the room. "Oh. No, I am so sorry, but you shall remain restrained through the rest of the experiment while your…while Rose is here." Looking decidedly uncomfortable, Twisp cleared his throat. "Where did you meet Rose?" Twisp asked, obviously checking some little box on a chart he had made in the wall, much like Rose had seen an overly meticulous teacher at her old school do on a board.

There was a long silence. Rose glanced down, the Doctor was staring at her, his dark eyes darting around her face, as if trying to drag information from her profile.

Rose felt her heart get chilled, and a shiver of goose flesh run down her arms. "Doctor?"

He shook his head, obviously trying to pull the memory from his mind, and to prompt it by looking directly at her. But, there seemed to be no answer coming.

"The shop dummies? The… Autons? Remember, in the basement?" She encouraged, concerned at the blank look in response to her words. A fake smile spread across his face, and he nodded.

"Yeah, oh yeah. Yep, that was it." He smiled wider, his dark eyes becoming slits.

Rose felt more goose flesh, it crept all over her body. He had no idea what she was talking about.

Twisp was still writing. He turned and nodded to Rose. "Kiss him."

Rose's mouth dropped open, and she laughed in disbelief. "Come again? This is hardly the place for a snog!"

"Snog?" Twisp questioned, pulling a face of confusion and quite obviously writing the word off to the side of his notes. "You can return to your room should you feel no longer able to assist me."

Rose swallowed hard, and looked down at the Doctor, who was glaring at the spider scientist. Rose gave a half-smile and grabbed the Doctor's chin, turning his head without his consent and slamming her lips against his.

He didn't respond to her lips other than parting his own slightly. Rose massaged them a little, not sure what the point of this was. This had been something Rose had wondered about, of course, what with them being such friends…but this wasn't how she'd pictured it. He tasted bitter, like those salads of darkest greens. A dark coffee taste, she decided, wondering how much nicer it would be if they were not both covered in grime at the moment. She shot a look at Twisp, he was checking some reading off of a chart on one of the computers, it looked like it might be a monitoring of the Doctor's hearts rate. Rose pulled away, and the Doctor strained up to her ear, his mouth only a breath away.

"I'll get us out. Somehow, I will get us out. I'll get you home, Rose." He said in a quiet but very powerful voice.

Rose smiled sadly. "I know. We'll be out of here soon."

Twisp had turned back to them, and Rose moved away from the Doctor. The spider shook his head a little, and then looked between the two of them his words hovering between an accusation and a question. "You are not his mate."

Rose's eyes widened. "No! _What_? No, we're just…_oh_. Mates, like _friends_. Pals? Not that we're…I mean he's a bit old for that, right?" She sputtered out, disconcerted that this whole time they'd been thinking she was his literal mate. Had that been what was keeping her alive though? Rose watched the scientist's reaction closely.

Twisp rolled his eyes, Rose hadn't thought that was a habit that carried over species. Unwilling to answer from the reaction he gave, which was a little shrug of his thin boney shoulders, Twisp hooked another bag to the ceiling and inserted the tube that ran straight into the area between the Doctor's hearts.

As soon as the liquid began flowing, Rose watched as the Doctor thrashed, trying to get the tube free, Rose's hand reached out, instinctively to try to remove it from him.

Twisp let out a warning hiss, and he glared. "Leave it, maiden."

Rose's hand slowly retreated, she wasn't sure what would happen if she'd yanked it from his chest anyway.

The flow of clear liquid seeped into the hole in his chest, and the Doctor's eyes rolled back. Rose was pretty sure he was unconscious, and she stroked his forehead again. A blotch of deep red caught her eye, a raised patch next to his hairline. She rubbed her thumb across it, it looked like something inserted under the skin. Rose checked, Twisp was writing something down, and was half-turned away. Running her thumb a little harder along it, she found that the skin pulled away, dead. A shimmering red scab of armored, boney…skeleton was exposed. Rose shivered, the gooseflesh wasn't going away, and Rose gently tilted his head towards her. He moaned lightly as she gasped, a thick line of red, about as wide as her hand encompassed just under his ear and down towards his back. Rose ran her fingers along it, again, sheets of skin pulled away, this time, a thin drizzle of golden light escaped with the flesh.

Rose's heart began pounding, and she pried one of his closed eyes open, it was a black eye, just as dark as all the spiders she'd seen down here below. It was some kind of genetic thing…"Doctor, wake up! Wake up, please!" Rose whispered, shaking his shoulders, there was a moment she was afraid he wouldn't, that he would just moan again.

His eyes opened, and immediately were clear, although still ebony. He seemed to be unsure of why she was rattling his brains and tensed, trying to pull away. "Hey now, what's the-"

"They're doin' somethin'. You've got…it's..." Rose heard her own voice crack and swallowed hard to keep from bursting into frustrated and exhausted tears.

His dark eyes gave nothing away, but his silence said everything.

"You knew." Rose said softly, releasing his shoulders, disgusted with him. "You never told me all those times I came to visit? What'm I just supposed to see you crawling down a corridor one day and be, 'Oi, there goes a handsome bug. Looks familiar too'?"

"I didn't want to scare you." The Doctor responded, his tone quieter than usual. He gave a little fake smile. "No, you'd have done something trying to save me and have gotten yourself killed. You think they're just out for revenge or something, and you know I'll keep kicking until I get even. I promise you, Rose, I will get even. I don't like people tapping into my regeneration energy to graft new genetics to me. It makes me kind of cranky."

"How…how long you got then?" Rose glanced him all over, from this angle, she couldn't see anything abnormal about him other than his eyes.

"Another week for full integration, less so for the physical changes to begin. Obviously." Twisp answered, Rose had completely forgotten the rather quiet spider-fellow was still standing there and had been watching them for who knows how long. "Maiden…You no longer are needed here. You know of the ravine where the refuse is deposited? Follow straight. Do not move one way or another, then left when you near your blue box and walk straight to it." Twisp brought the webbing that connected her to the table to his mouth.

Rose was free, and had just been instructed to make a run for the TARDIS. She shook her head. "I can't! I can't leave you he-"

"Rose Tyler. You go to the TARDIS. You get her to take you home. You know where the hidden key is, right? Then go to the green knob on the fourth panel to the left of the doors, and spin it four times. Then go the red button, and hold it down until the TARDIS takes flight... now say it, say it back. Say it!"

"Green knob, fourth secti-I can't leave you here. There's got to be something in the TARDIS, something to…" Rose realized she would be revealing any form of a plan to one of the captors. Although willing to let her go, Rose was pretty sure the spider wasn't going to let his experiment wander off. "Fourth section." She finished quietly.

The Doctor gave a huge smile, "No promises on when you'll get home. But she'll get you there. Hide her away somewhere nice, yeah? Garden or something."

"Yeah, got just the place." Rose returned the false smile and looked up at the spider. Without a word, Rose gave a tiny smile of gratitude.

Twisp looked surprised, and shook his head. "Of course. I would sooner destroy a Da Vinci then allow more suffering than I must. Not all of us are so lucky though." He muttered with something of a melancholy intonation.

Rose just stared at him a moment, and then she was struck with all the little hints adding up. She realized what he meant…the quiet demeanor, the hands. "Were you a person, I mean a human or something?"

"Now get off with you." With a dismissive wave, Twisp pointed at the door.

An affirming, but grim, smile from the Doctor gave her all the encouragement she needed. Rose sprinted away, she would find a way to save the Doctor, get home her foot!


	6. Chapter 6

AUTHOR'S NOTE: Thank ye for the Reviews! I always appreciate seeing someone has read my story.

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The TARDIS welcomed her in, Rose gasped out a few breaths, she hadn't dared do anything but run. She leaned against the closed doors behind her and she rubbed her thumb on the wood. "All right, let's see…"

With another burst of energy, Rose darted to the console, scanning all of the buttons. She found the green knob, and noted where it was. She was not going to use it, but she at least had identified it.

Rose looked around, wondering where to even start on an escape plan. She could not for the life of her work out how this ship worked. Maybe she could get it into the vortex, but that would be it. She'd be left spinning and clueless on how to pilot. How could she get it to land in that tunnel?

There had to be a gun…no, there hadn't. The Doctor was always so pacifistic up until things came down to the crunch, and then he'd grab the nearest gun. But one on the TARDIS? Probably not.

"I need to help the Doctor. I need to get him out of a spider tunnel. You need to help me!" Rose shouted into the echoing interior of the console room. There was no reaction, no response. Not that she had expected one so much as had desperately hoped it would come.

The door that led into the interior halls opened.

Rose warily looked around, nothing had provoked it. She walked towards it and into the hall. Another door creaked open. Rose ran to it, hoping that the TARDIS was leading her somewhere.

It was a big sterile looking white room, a miniature hospital. Rose spun around, looking at all the equipment.

"No, I don't know anythin' about this stuff. I'm not a doctor." Rose said sternly, bewildered at what she was supposed to be doing with technology that was beyond her.

There was a sudden tilt, as if the room was on hinges, and some beds slammed against walls, chairs went tumbling and a glass bottle, that looked like it was from the nineteen sixties from the make of the label, rolled placidly to her feet. Rose stumbled, clinging to the door handle, then crouched, grabbing it up.

The label read simply, "Aspirin" and the rest was faded off with age.

"How in the world is this goin' to help?" Holding the bottle up like a torch, Rose demanded an answer into the air. There was no answer, and she felt like a fool. Gently rolling the little bottle between her fingers, she could only hope that this was not really an average pain killer. Maybe it was some kind of a disguise for something that would help the Doctor. The TARDIS was unresponsive now, if she had ever actually reacted in the first place, and all Rose was left with was this container of something she could have picked up at a shop on the corner.

"Gotta hope ya know what you're doin'." The lights began to dim, and Rose took it as her cue to leave. She hurried to the hall and into the console room, taking a lingering look at the green knob, Rose left the TARDIS. Running alongside the ravine, she saw that the hatch she had exited from was still as open as she'd left it about twenty minutes ago. No one had noticed she had left.

Taking a deep breath of the fresh air and plunging the jar of pills into her hoodie pocket, she descended back into the damp tunnel.


	7. Chapter 7

-(Two Days Later)-

Rose managed to drag herself into her nest just before her legs gave out. She closed her eyes, trying to think of how long it would take until they brought her back to the Doctor. She'd been 'discovered' having sliced the webbing on a sharp rock, and hadn't gotten farther than a few steps from her nest before the stupid one caught her. She'd been waiting for about fifteen minutes, posed to look ready to run, before he wandered by.

She knew the area where the Doctor was could easily have still had Twisp lingering, and there was no chance he'd let her give something to his experiment…and if she was noticed missing, she'd have no where to hide except the TARDIS and what good would that do her? Better to pretend she had never left.

About now, she was regretting that choice. She ached everywhere. Hauling carcasses for every waking hour was just about the worst thing she could imagine. Rose brushed a tendril of filthy mud-encrusted hair from her face, tucking it back into the matted mess that she'd given up on trying to untangle.

Sleep only just took her, fingers wrapped around the bottle she was urgently hoping would be her salvation, when she was awakened by Twisp's soft voice.

"Little maid?"

Rose blinked bleary-eyed from lack of sleep and crawled out of her nest.

"You returned, although you had the chance at freedom. That was very unwise. I set you free because I knew the plan for you. You are now being observed so closely that I could not allow you another chance." The hard hand of dark brown that protruded from his long leg rested on her shoulder a moment. "You have bravery, but not wisdom, little maid." The thin fingers pulled away, and in the matter of a moment, the huge bulk of the spider had moved away.

Too exhausted to question the truth in his statement, she crawled back into the alcove she called a bed and bunched the dry grass together a bit more. Staring at the muddy wall that almost touched her nose, Rose frowned and closed her eyes.


	8. Chapter 8

The food was the same it had been for the two weeks, bitter berries and bland grass-ish stalks of green veg. Forcing a huge handful of the sour fruits into her mouth, Rose suppressed tears as her tongue went dry and tingled. She followed with a mouthful of water gulped from the bowl next to her.

Sitting on the table itself, Rose was left to eat left-overs from some banquet. Corpses of animals were scattered around the table, covered in sticky webs, they'd be her next duty, to carry them out to the ravine.

She could hardly abide the food that was the only other form of nourishment they had. Apparently, these spiders could be omnivores, but much preferred a carnivorous life style if they could get it. Rose brought one of the wood-y stalks to her mouth, trying not to think about the dead creatures that littered the area around her. The first two days, she had been too sickened to eat… but hunger over-powered disgust. Another handful or berries, and Rose felt a tug on the web on her leg. She chewed quickly, hopping down off the huge table and stumbling for footing. Returning where she had come from, Rose jogged off to see what her next job was.

As she hurried down the twisting corridors, she nearly ran into a tall humanoid form that she knew well. Rose skidded to a stop, stumbling and falling onto her bum. She looked up, trying to make out his face in the dim lighting. "Doctor?" Taking in her surroundings quickly, she didn't see anyone else in the area. "How did you get out?!" Rose jumped to her feet, her hand reaching out to him. His shadow blurred head looked down and then back up at her.

"I told you to go home." The tone was cold, angry, not even raised in the slightest, but all the more powerful for it.

"You think I'd just pack off? Yeah, mate, not goin' ta leave you when things are tough." Rose's hand withdrew, and she waited for him to make the next move. He didn't seem to care that they had a chance to make a run for it, he just stood there and stared at her, seeming to have placed himself in the shadow between flickering lights on purpose. "I did go to the TARDIS, she gave-"

"How stupid are you?" The Doctor grabbed her shoulder, and shoved her backwards. "You don't listen, you stupid human! I told you to run! I told you to go home!"

Rose flailed her arms, but hit the floor anyway, she slammed herself down on her hip and let out a yelp. Once she had recovered from her shock, she whispered, "You couldn't have wanted me…"

Moving gracefully into the light, the Doctor crouched down next to her, his hands on his knees. He just studied her with eyes that were alien, his mouth opened to reveal long thin teeth, and he let out a long breath, finally breaking his gaze to study the floor.

Rose noticed that he was no longer wearing his shirt, a thick layer of dark red exoskeleton protruded over his left side, it was mottled with black flecks, and the skin that hadn't been peeled away was dull as if just waiting to be sloughed off. As if this form was a husk. She leaned forward and grabbed his hand, prying her fingers over his knee and wheedling them into his. "The TARDIS gave me something, I don't know what they are. But, hopin' you might." Rose produced the bottle from her pocket, glancing around the halls, making sure there was no spider descending on them yet.

The Doctor's fingers looked cracked and dry as he plucked it from hers. His new teeth bared in what might have been the ugliest smile Rose had ever seen.

"It's Aspirin, plain Aspirin." He chuckled, and his smile faded. "This is also poison to Time Lords." A thin grin pulled his lips over the fangs he had, and he stretched his neck taunt, straightening. "But, I'm not planning suicide just yet, thanks." There was a long pause, and the smile slipped away. "You hold onto these, Rose."

Scared that she had just handed the Doctor a means of suicide, she slammed them back into her hoodie as soon as he tossed them to her chest. He held out his other chapped hand, helping her to her feet. "You got a plan?" Rose asked softly, starting to get concerned about why they'd been left alone so long.

" 'Course I do. I'm gonna kill the Empress." He said cheerily in a whisper, that huge smile of his pulling his ears visibly upward. He really had huge ears, and Rose found it sort of wonderful that an alien from some far off planet was about as good looking as any bloke you could see walking down the street. Usually, the Doctor was a rather ironically average looking fellow.

"The what?" Rose asked, clasping his hand tightly. It was hard, and the skin felt rough like sandpaper. "They got a Queen? Like ants?"

"Very good. Just like ants, or bees even. Leading all the others. The 'Mother' Spider." He motioned back the way Rose had come. He clung to her hand as well, and she felt the tremors of a spider coming through the tunnels. Seeming not to care, the Doctor continued walking, even swinging her arm a bit.

"We, uh, we want to dart out of the way then?" Rose asked, feeling the quavering ground shake a bit harder.

"Nope. I got free run of the place." The Doctor said calmly, the glittering ebony that had swallowed up his eyes turned to look down at her. "Go on, ask why." He encouraged, his brows lifting slightly.

"Why?" Rose asked hesitantly, her voice hesitant, concerned about how unusual he was acting. Anger began boiling in her stomach, where was his angered indignities? Where was that terrifying fury of justice that he brought to every wrong? Rose found herself wanting to shake his shoulders and try to snap him out of it. But, now she was faced with the dilemma of…did she really trust him?

"Because I'm not trying to get away. If I made a run for the TARDIS, it wouldn't change a thing. I'd still be transforming, and I'd be free in time and space. Eventually, it'd eat away at my mind until all I knew was desire to get back here. Not a fun picture. Now, you still hungry? I'm absolutely starving." The Doctor wandered into the dining hall that Rose had left a few minutes ago and stopped. Rose watched his face as he looked around at the animal corpses that were flung around the room, some in heaps, some half cocooned.

"There's some stuff here." Rose offered gently, pulling him towards the table and letting go of his hand to hoist herself up onto it. She pushed past a tiny bundle of web that might have been a bird a few hours ago and grabbed a plate of the veg and then a bowl of berries, handing them down to him.

Settling in on the floor, he waited until she climbed down to begin to eat.

Rose wasn't really hungry, so she nipped at one of the green stalks and tried to sort what was going on. His Adam's apple bobbed as he swallowed, his dark eyes scanning the area, then coming to rest on her. Rose voiced a concern when it seemed his attention was fully on her. "How are you gonna get near the Queen?"

The Doctor shifted slightly, tucking one leg under the other. "My people, the Time Lords…we'd battled this species, thought we'd destroyed them too. They're like parasites, they don't just happen, not without dependence on another species." He swallowed hard, obviously struggling to chew the food. He was making odd faces as he tried to eat like Rose was. She felt sort of awkward watching him, as if this was a private war he was waging in his body.

Her best friend looked at her a long moment. "You're not following. Right. Simpler, you're only human. They would abduct Time Lords, tap into their energy, and make themselves some consorts. This didn't happen when the Racnoss males were around…until somethin' made them all die off. We never did sort that bit. Suddenly, the conversion process they'd used to make their males fertile, thereby, suitable for mating, was discovered to work on certain other species. One by one, those separate species were converted…until only one species was left that could provide a fertile male. So we fought them to what we thought was their death. Guess not."

Rose felt a bright blush come over her face as this began to permeate her brain and she almost choked on one of the berries. "You're tellin' me that you're gonna mate with the Queen?" Horrified at the thought, Rose decided would have taken poison aspirin before she bedded with a spider!

"Yup." As if there was simply nothing worth being concerned about, the Doctor bit another piece off of the veg. "It won't come to that though. Not my type." He swallowed and cleared his throat. "You help me with something?"

" 'Course." Rose's brow furrowed, and she got to her knees, ready to assist.

"My back. Get the skin off." He said in all honesty. "I can't reach it. One of those… 'what're friends for' things." Scuffling around on his knees, his bare back came into Rose's view for the first time. It was already molting in places, the red and black blotches pressed taunt in others. Rose reached out and gently placed her hands on his back, working her fingers under an edge of skin. She nearly had to vomit. Pulling gently, the skin snapped from the flesh near his neck, and a protruding sharp looking red carapace jutted out. A wisp of golden smoke escaped, and dispersed into the air. Rose tugged again, and it began pulling away like a magnet, resisting at first, and then giving.

"I can't believe you're lettin' this happen." Rose whispered bitterly and with a bit of that fluttering anger still in her chest.

"I ain't letting it happen. If I got a chance to kill the last of their brood queens before she go finds some other species to terrorize and devour, I'll take my chances…they have millions of eggs in a brood, I'd never be able to get through to kill the Queen. Not like she's going to just show up without some guards and ask if I'd step into her parlor… If I left, they'd eventually find some hapless planet and try to convert them, then another and another. I gotta destroy them, Rose. Don't you see? They're parasites, leechin' off other species to keep their own alive." The Doctor paused, and arched his back, letting out a moan of relief, as if in peeling away the old, the new armor felt right and fresh.

"But, you? What about you?" Rose dug her dirty nails under a section near his shoulder blade. "You ain't gonna let them turn you all into a spider?"

"No, I don't need to be. I'm just gonna change a bit. Seen it before. Mating males just need enough to be genetically compatible with a Racnoss. Sterile males become nearly full bloods, like Twisp. Workers, like the sterile females." He paused, and grew silent for a long moment, shifting slightly as she ripped another strip of flesh away. "I don't know how safe it'll be around me. Not sure what happens toward the end… but I've implanted a psychic loop in my own mind, an impulse to destroy her. I just hope it's enough. You've got those pills if not, and the TARDIS to get you home." The last section of skin pulled away, and he glanced over his shoulder at Rose, who was wiping her hands across her filthy pant legs. "Thanks."

"Yeah." Rose responded quietly, looking at the pale sheets that lay around her. His willingness to shed his own flesh in order to destroy this species was…frightening to be honest. Rose was horrified at the thought of him wrenching off the last few shreds of his 'humanity' away to satisfy a longing for vengeance. She stood up, unsure what to say further to him. "I'm gonna get some sleep. Don't forget me when you make your escape." She bit off the last few words and walked quickly away, unsure if she agreed that his destroying this entire species was right… genocide.


	9. Chapter 9

-(Four Days Later)-

Rose stood under the cold flow of water, using the wad of cloth she'd been given to clean up. It had been soaked in something, and made an effective cleaning agent, although it burned like mad when it got into a cut.

Pulling her hair straight again, Rose wound it into a bun and tied it tightly with a thin bit of webbing she'd found in the hall. As clean as she'd been able to get, Rose rinsed off one more time and stepped out into the hall. She'd been given no clothing or towel, she'd managed to keep the little sealed bottle of Aspirin with her, clenched in her palm. Thankfully, the stupid spider didn't even notice.

"Can I get somethin' to wear?" Rose asked the balmy arachnid, staring it straight in the face.

"This." A long piece of what looked like an enormous snake skin was tossed at her, the arachnid that had been watching her seeming to have as little interest in her as one would a dog under a yard sprinkler. That was a very comforting discovery, last thing she wanted was to be ogled by crawlies. "Make you more free to carry loads. More work."

Rose noticed it was a crude shape, a hole cut through for her head and it seemed to hang like a dress only to end with a long split strip of material in the back, she reached down, grabbed it and pulled it through her legs. The thin strips tied around her waist twice. It was the most bizarre thing Rose had ever seen offered as clothing, much less worn. But it was clean, and unlike her dirt encrusted jeans, it flexed with her movements. Ugly, but practical. The bottle fit comfortably into the pocket that was made by the impromptu belt/pants and it was pressed closely to her hip.

A tug on the web around her leg meant it was time to move. Pulled along, Rose was navigated to where the Doctor was usually kept.

Twisp was standing at the threshold, his face both concerned and determined. "Good evening, little maid." He motioned the stupid one away, "Go see to the Empress, Bertok."

After all these weeks, Rose finally knew the stupid one's name. She watched Bertok wander off, seemingly fine with being commanded about. Looking back to Twisp, she noticed he was massaging the back of his neck, as if uncomfortable with bringing her into the room. "I'm afraid things have not been the most fortunate. I believe you might bring some order back." He stepped away, his multiple legs moving quickly to keep his huge body upright.

Rose walked warily, finally getting an unimpeded view. The laboratory was rather rattled looking, a few dripping bags, some over turned carts, scattered gadgets. "What happened then, a big mole get in?" She gave an attempt at humor.

"Not quite." Twisp motioned to a corner, a huddled shape was pressed into the slimy wall.

"Doctor?" Rose approached warily, and he came out of the curled up form, rising to his full height. An oddly unfamiliar shape. He faltered, his arm extending for her, a long hinged limb, maroon and ebony. Rose ran, grabbing him, her leg jerked back, and she ended tugging him onto the ground with her. She landed on her knees, one hand slipping into the mud while the other clung to his arm.

She got a good look at him, his body was armored, and his eyes glittered as if tears just managed to be contained. "Internal rearrangement." He said with a sardonic smile, he groaned, long and deep. "The last bit. Almost done. Another few days and we can go."

Rose nodded, watching him struggle not to show pain. His lips pulled into a thin smile, and his brow furrowed. He let out a terse laugh. "Daft old brain was never good with letting the dendrites heal. Besides, can't let the male have any thoughts of rebellion. Complacency, like a trained animal. Fantastic, they've got it down to an art. "

Rose could hardly make out his normal face in the dark red skin and the new elongating horns from his forehead. "Not gonna die from this. You and me got places to go, you promised."

"Not planning on dyin'. Still got some life ye-" He let out a gasp, and clutched his chest, a thin drizzle of gold escaping his lips. "Heart stopped." Was all the explanation Rose received. "…That hurts a bit. I'll get used to it."

Suddenly, he jerked upwards, as if pulled by a string and stood above her, breathing heavily as if he'd just run a track.

Rose followed his gaze.

The most gloriously sleek spider Rose had ever seen stood in the doorway. A deep shade of orange with golden flecks, Rose identified her immediately. The Empress of the Racnoss.

With a smooth skittering of legs, the long, poised body approached, her multiple eyes blinking. "Tis so small a creature to fight so." She said in an oddly accented voice, one much like Rose had heard with Bertok, but far more intelligent and commanding. "So very attractive though. Well chosen colors, Twisp. I find them pleasing. He will be a reasonably suitable consort." As if looking at a fine stallion, the Empress circled the Doctor. Her eyes taking in his body and one spindle leg tapped his chin upwards.

Rose waited for a reaction, she saw something in his face that concerned her. He was not repulsed. He was not angry, he was confused looking, as if not having expected her to approach him. No, something more. Rose found herself scared, he almost looked entranced in her presence, as if he was hardly able to keep a breath in his body.

A snippet of memory came up, she'd seen a documentary on arachnids once while her Mum was dozing between the soaps. Pheromones, the females often had powerful pheromones to draw a male to her.

Rose hoped she was wrong, but his hard blinking and the tautness of his body hinted she wasn't. He was actually being attracted to this huge spider.

The Empress leaned in close to the Doctor's face, her head twitching in a circle, as if smelling him. "Yes. I quite like this one." She smiled and turned, stepping over Rose without the slightest acknowledgement.

Rose's attention snapped back to the Doctor, he had stumbled back, clutching at his head. Scrambling to her feet, she helped keep him up.

As if his voice was failing him, it cracked harshly. "Rose?"

"Yeah?"

"I think we might have a problem." His dark eyes stared straight at her, and she saw something new there. Genuine fear.

"Beautiful. Just perfect." Twisp whispered, a smile pulling his lips across curved fangs. He was writing something on his pad of paper again, and then he reached out and carved a note into the wall. "Now I am afraid this is our last bit. I am quite sure it will be the most extensive change. The mental conditioning."


	10. Chapter 10

Rose collapsed, the weight of the sucked-dry horse-sized creature was too heavy for her. She lay in the hall, trying to think of another way to move the bound carcass. Weaving her hands around a loose end of webbing, she began pulling, bit by bit, siddling backwards on her rump rather than standing. She had learned this much, no one came to help, and she could be hours moving a large carcass and no one cared. It could take her hours and as long as the dining hall was empty before the next meal, she would be ignored.

Yesterday, it hadn't been empty. Apparently, these big edible creatures were plentiful this time of year and she had hardly gotten four of the twenty-some out before she was found "slacking".

She had been beaten by Bertok. This meant that she had been tossed around the muddy halls, slammed against them and then crammed into her nest. Ignored. It hadn't been terrible, but she ached something awful today.

Her hands were raw and a bright pink, Rose let go of the rope. She could never clear the dining hall by tonight. There were more of these huge dead lumps than yesterday. Walking like a witless woman, silently, she made her way back to her nest and curled into a ball. She needed to shut out the world. There was nothing she could do.

"Little maid?" Twisp's soft voice brought her out of her sleep, she didn't know how long she had been blissfully unaware and dreaming of a bright moon and stars, but it was miserable to look back into tunnels of muck and grime.

"What can I do for you, mate?" Rose mumbled, yawning as she crawled out to be assigned some other stupid task.

"I require your stimuli again, to be sure that the conditioning was complete." He fidgeted, as if nervous about asking her. If he'd been a human, and she suspected at some point he might have been, she'd picture him with wide glasses and a perpetual sense of intruding. Like her History Teacher back in school.

"Come along." Twisp began prodding her down the halls. This time, Rose didn't know where they were going. Her webbing's length pulled taunt, and Twisp snapped it with his teeth.

Finally, after twisting through tunnels that Rose had never seen and passing a huge blue-black spider, they came to a small room. Upon entering, Rose didn't see anyone. It appeared to be a large empty room, save a few odd furnishings that might have been some sort of a webbing/grass bed and what she guessed as poorly made modern art, although that was probably wrong.

Glancing around again, Rose still didn't see anything. "What we here for?"

Twisp merely pointed upwards. Following the line of sight indicated by his claw, Rose blinked a few times.

A body clung to the ceiling, hanging and looking down at them. It was what was left of her traveling companion, not that he was dead, but he was unrecognizable. His head was pulled back into a long series of points, and his body was armored. Rose was thankful he still had his jeans on, she didn't want to know anything more about spider physiology.

Deciding to take the initiative, Rose took a few steps forward. "Mornin' mate." She offered, trying not to show how much her heart was pounding with fear, what if he could never get back to normal?

With no apparent apprehension, he dropped, landing on the floor without so much as a stumble. His eyes searched her curiously, and Rose gave a wavering smile. "You remember me?" His head moved oddly snake like, seemingly unable to stay still on his neck. "Rose? My Mum's always slappin' you and my boyfriend's an idiot?" Providing him with some information, she hoped he'd cut her off half-way or something. Instead, he just stared at her and began circling her.

When he did speak, it was after so long a pause that Rose jumped in surprise. "You're human. Human from earth, that's what you are. Not even from a colony. Female, blonde…" He leaned in close, taking a long breath through his nose and looked around her at Twisp. "What'm I supposed t' do with her?" Glancing back at her, he gave her a once-over with his eyes and then looked back to Twisp.

"The TARDIS?" Rose whispered, if there was anything he really and truly loved, it was that blue box.

He seemed to react to that word, just as Rose had hoped. Well, not just as she had hoped, because there was no declaration of: 'forget my plan, let's get back to her!' just a glimmer of something.

"You know what that is don't you?" With a little more urgency, Rose moved forward, he seemed thrown off his game and allowed her to get close. She had the upper hand now, he backed away as she approached. His eyes locked onto her and his brow furrowed deeply.

"Leave." He snarled, loud enough for Twisp to hear. Rose hesitated, unsure if he was demanding that of her or the scientist.

"Master, I am here to protect your safety. Nothing must befall you." Twisp chided, and Rose saw a flash of Doctor-ish anger come onto her mutated friend's face.

"I said leave! I told you to get out of this room!" Raging forward, he brushed past Rose and stalked towards Twisp. Rose swiveled to see what would happen. Seemingly seeing something in the Doctor that hundreds of other madmen had seen before, Twisp backed quickly out of the room and stood awkwardly in the hall.

The Doctor turned and strode back to Rose, grabbing her shoulder. His voice was a whisper. "Tell me who we are." In short, very clear tones, he demanded to know his past. Unsure of where to begin, Rose had the feeling he wouldn't wait for an entire explanation.

"We travel in the TARDIS. You're the Doctor, you help people in trouble…you gettin' any of this?"

"No." He hissed through his teeth, wrinkling his brow as if to wring the knowledge from his brain. Suddenly, Rose found him trailing his fingers along her shoulders, an uncomfortably familiar touch. She kept silent, hoping he was remembering something. However, his fingers were more lingering than she felt was right. "You know… Racnoss are born starving. They eat everything on a planet when they're born, strip it down to the bones." As if what he was saying came from a fog in his mind, his Northern accented voice grew soft, and he traced her collarbone. Repulsive though it was to see him like this, his touch made her feel embarrassed and warm. She felt his hands moving too close to her neck, and gently rested around it. She gasped and stiffened as he tensed them against her flesh, and her air was cut off for a moment. "No. No, no, no! I am not an animal!" The Doctor spun around and slammed his hands against his head. "Rose Tyler! The TARDIS! Gallifrey! Gallifrey!" His screams were piercing, and he spun around, watching as Twisp came rushing in, obviously realizing his attempt at brain-washing the Doctor was not completely successful. The Doctor snarled, and Rose was shocked, he crouched and reached out behind him, waving her back, away from what looked to be developing into a fight.

Rose did back up, but only to inch her way towards a long thin tube that sprouted out of the wall, because of the rust, Rose only needed to pull once on it before it was free and water began drizzling out. Holding her new weapon, she moved up closer to the Doctor.

"Rose Tyler, TARDIS, Gallifrey." He hissed, suddenly lashing out, slamming himself against the huge body of Twisp. He planted a heavy blow across the nervous scientist's face, and there was a splatter of black blood that exploded from the damaged mouth. He pounded down again and again, cracking the carapace and liquids spurting from Twisp's face.

"Rose. Rose, stop me." The Doctor shouted as the scientist curled up, legs twisting inward in a wounded position that Rose knew from the many spider's she'd killed in her Mum's flat. With protective hands drawn over his head, Twisp let out a scream, obviously not able or willing to fight. He didn't want to damage his creation.

Rose sprinted over, her left hand clutching the pipe, she grabbed the Doctor from behind and wrapped her arms around his shoulders. Not in a violent way, just ready to grip tighter if he didn't obey her. "Stop it, you don't want to hurt any-" Rose trailed off, he did though. He was planning genocide. Why not start with the one that had hurt him most? "You don't want to hurt anyone, Doctor. You don't kill…not unless you have to." His morality was as ephemeral as a morning mist, it came and went, Rose honestly never knew if he was a soldier or the healer he was named after. More often then not, they left a wake of the dead in their presence. Humiliated at having seen no decent reason for him to stop, except that he was asking her to make him, Rose clung to his back. "Calm down. You're not an animal."

His blows to the scientist slowed, and he reached out and flicked her over his shoulder. Rose yelped as she flew through the air and rolled to a stop against the bloody body of Twisp. She scrambled to her feet, still clinging to the pipe, holding it back like a baseball bat. "Stop it. This isn't you. You don't go balmy on people, you need to calm down. Right now!" Rose was crouched a bit, trying to remind herself that she wasn't in a fight to the death. This was the Doctor she was chiding like some sort of demonic puppy. An edge of desperation tinged her voice and she made a half-motion as if she going to swing the pipe. "I mean it. You sit down and think about what you're doing. You have a proper think!"

The Doctor tilted his head slightly, his eyes becoming dark slits in his face. "I _can't._ Know I should. Fight when angry. Eat when hungry. Primitive drives…" He gave a huge smile, which vanished in a moment and he crammed the heels of his hands against his eyes. "Why can't I think!? It hurt-"

"They've been messin' with your head. But, you said it'd be okay. You said you'd be okay. You have to trust me, because I trust you." Rose whispered, trying to reassure him, he was like an ill tempered child. Scared and angry, really looking like he was completely lost without that astounding intellect that he usually manifested. He had been brought down to a basic level…attack when feeling threatened, and unfortunately Rose knew that he'd been reduced to instinct for another reason. What would he do when he was exposed to those pheromones again? Did he really have a plan for that? Had he really been able to retain any sort of control over his actions? The last time the Queen was around, he'd hardly been able to stand. What would happen next time?

He blinked at her, then glanced over her shoulder to where she could hear Twisp groaning and getting up off the ground. Rose took his moment of distraction to step close and pull him into a hug. She closed her eyes, wishing that she felt his jacket rather than this hard exterior. She felt his long nose hit her shoulder, and she sensed a tickle of air rush by. He was smelling her again. Rose wasn't sure he could even feel the embrace, but he didn't react negatively to it. His hands went to the small of her back, and he pulled her in as close as he could. Her body pressed against the hardness of his exoskeleton. He pushed her away, breaking her contact with him. With sadness in his eyes that Rose had seen before, when he was talking about one of the many things he'd lost, he stepped away. "I need to eat. Get out, Rose."

Dismayed as she still felt the tingling section of skin where his nose had rested, she backed towards the huge spider that had struggled to his feet. When she looked at Twisp, he was actually smiling. Rose felt cold straight down to her toes as the smile was not crazed, but merely pleased and rational. He had control. "Perfect. Just perfect. T'was the best erosion to base instincts as I have ever seen. You are not so superior as you had seemed, some darker impulses wage." Twisp clicked his tongue, giving the impression of having wasted a very precious thing on something that was only mediocre. "Had you the honest intent to devour her?"

The Doctor's glare said more about his intent than his words could have. "If you don't leave, I will finish what I began, worthless male."

Chilled to the core, Rose felt numb as she was lead away. A glance back showed her the Doctor staring at her and then spinning on his heel and launching himself at the wall, his hands delving into the dirt as he climbed back to the ceiling.


	11. Chapter 11

There was nothing to do today. Rose sat awkwardly in her alcove, she'd had a good cry about an hour back, stress and sleep deprivation would set anyone on a one way track to loons-ville pretty quick. Rubbing her grubby hand across her cheeks, just to be sure there were no trails in the dirt on her face, Rose traced her finger around the bottle of aspirin. She hiccupped, her head jerking with the momentary constriction in her throat. No one had tugged her around, the dining hall had been emptied of the dead at some point. The only odd thing was a large number of spiders had begun bustling about, their hulking forms came in an earthy range of colors, not a single as vibrant as the Empress or as deep a red as the Doctor. An oddly coloured one that was blue-black with yellow joints had been the only one she had noticed that didn't vary in a shade of grey, brown, or dark green.

She felt the vibrations through the floor, there was another Racnoss coming. Rose slipped into her nest, unsure if she wanted to be forgotten, or try to get one of the spiders to talk. Although she knew she ought to buck up, the Doctor would get them out of this, she was oddly numb after her bout of tears.

A relatively smallish deep grey spider with brown around the tips of her legs scuttled up to the nest and stopped. Rose lifted her head, and hesitantly looked out. It was a female, her face a bit more rounded than Rose had seen before, and the spideress motioned with her claw. "Time to come, no more rest." Her voice was deeper than Rose had expected, and she had the natural hiss that came from speaking around a mouthful of fangs.

Rose crawled out of the nest, tucking the bottle back into her waist pocket without being too noticeable about it. "You got something heavy need hauling?" Rose asked with a bit more attitude than she'd expected, it had come out far more challenging than had been planned. But, the spideress seemed to take no offense.

Leaning down, the grey spider snapped the webbing with a jab of her long leg into the ground. "Come now." With no further explanation, which was something Rose was getting used to, having been nudged around by Bertok for what seemed like forever. She assumed the place between the woman spider's legs and was lead to the 'shower' room again.

Rose trained her eyes upwards, and the spideress nodded, nudging her into the water. Rose stripped down, stumbling to keep from slipping to the slick packed-mud floor. She snatched the bottle from her discarded clothes and pressed it into her palm. She felt the fresh water splatter through her grimey hair and she glanced out to see if the female spider was still there. She was. But now, she had a webbing basket hooked over her front leg. With a whip of her leg, the contents of the webbing carrier spilled out. A huge block of what looked to be soap, a brush that looked like an oversized toothbrush without a handle and a long thin vial of something vaguely pink. Rose didn't know what that was, but she knew soap when she saw it. Rather than trying to haul the enormous block into her hands, she set the bottle flat down behind the soap and rubbed her hands against it until there was lather. She brought it up to her hair, scrubbing the greasy scalp that hadn't been properly clean in nearing a month. Rose felt the crust of dirt break away, and then she began working at the knots, finally managing to get her hair into something brushable, she took the brush in both hands, and began running it down her wet hair a few times before scrubbing at her body.

After what seemed like a wonderfully unbroken hour, Rose had nothing more she could possibly do, and there had been no move to stop her. Her fingernails were cleaned underneath, inside her ears, the crease behind her kneecaps. She finally turned her attention back to the spider that must have been told to guard her. The grey-brown spideress was in soft conversation with a larger boxy looking olive green male. His eyes flickered to her, and obviously having no sense of shame, blinked casually back to the little spideress. He motioned his head down the tunnel and left.

Rose stood dripping wet, and waited for something further to be done. The tiny spideress held three long strips of dark fabric out on her pointed limb. Rose took them, and realized she wasn't getting a towel. She wrung her hair out as best she could and wrapped the thin dark fabric around her chest a few times, before bringing it up and tying it behind her neck. Another long strip she managed to make some sort of short-like pants and then the larger strip she used as a skirt, to be sure that she was completely covered when she worked. These seemed far less practical then the basic one-piece clothing she'd been given last time. But, she was glad for any change of clothes. Rose reached back into the water, and while grabbing the vial, also slipped the bottle into a particular hip area of her shorts that she'd left looser to accommodate its size. It slipped in with little resistance and felt secure enough that she stood up without concern for it slipping out. Holding up the crystal looking vial, she shook it. "What's this for, then?"

"It is to make you less repulsive." The honest truth seemed to be all that Rose was expected to need. Hesitantly, Rose popped the cork cap off and sniffed it. It was a vaguely spicy smell, but too bland to be of much notice to her. Not seeing it as worth a fight over how much she smelled, Rose tipped it and let it run down her arm, and then brushed her arms together.

"Right." Waiting for some sort of explanation or command, Rose was only nudged with the thin leg, bringing her to the position in-front that Rose had grown rather comfortable with. She was lead down a long hall, being bumped and shoved and constantly herded, as if she was a sheep that might just stop or wander into a wall. Holding back a snide comment, Rose let herself be constantly poked and touched by the cold leg.

The flickering lights on the walls grew brighter and closer together. The floor became a pebbled path, the walls were covered in a musty smelling plush moss. It was almost beautiful in a sort of fairy-mound way. Tiny pale flowers sprouted and leaned towards the white luminescence. Rose felt a bit surreal, as if the slimy walls she'd been surrounded by had become a glistening castle. They hadn't, but the simple beauty of the moss and randomly spread flowers made her feel a bit like Alice, wandering into some sort of a world she never could have imagined. She'd never fancied that book, or the movie, too weird for her tastes. Besides, that purple cat with the spinning head and scary grin had made her cry as a child. Jackie had had to completely remove the movie and case from the flat before Rose would calm down.

Jackie. Rose's lips quirked, and she thought about her chattery, ever concerned, Mum. She was the only stable thing Rose had had her entire life, and now she had to wonder if Jackie would ever give up hoping she'd come back. And Mickey, the stupid and sweet boy that she said she loved but never really was intrigued by. What you saw with Mickey was all you got, and Rose had found that his unwavering love was cute but drowning. It was as if he had nothing else to him, and she had found herself still dating him while completely disillusioned.

There were bits of ivy on the walls now, and Rose realized they were approaching a room at the end of the tunnel.

Rose passed out of the hall, and stood in a huge room that glittered with reflective crystals and lights swayed on the ceiling, illuminating the thick moss that was sprayed with a thin dewy substance. The pale flowers abounded here, spreading and flourishing in the corners especially. This room was as big as two football fields, and she stared at the simplistic beauty. It was very much like she would imagine a fairy throne room. Her eyes drifted to the far end, she was not so far off in one aspect. It was a throne room. But it was not for the fair folk. A long limbed, glistening spider sat on a mound of soft moss. Rose could only just make her out, but she knew by the coloring that she had entered the Empress's haunting grounds. Nudged forward, Rose began walking, it took a moment, as she was distracted by the feeling the perfectly rounded pebbles under her toes, before Rose realized she had not been pushed or herded in a while. She glanced back, the deep grey-brown spider was retreating down the long hall, and Rose was left on her own.

Walking quickly, and trying to bring herself to some sort of proud stance, Rose placed each foot carefully before taking another step. She approached the throne over the course of a few minutes of quick strides.

The huge shimmering Empress looked down at her with her many dark eyes. "You are the one called Rose? I heard of your hard work. I find that you have strength which I did not expect. I find you please me." The Racnoss Empress smiled, as charming a smile as a spider might ever produce, and Rose immediately thought of that scary cat from Alice in Wonderland. Some things were simply not meant to grin. "Sit before me, little maiden."

Rose wondered if it would do her any good to be defiant. She certainly stood no chance of making it to the exit without being snatched from behind. Slowly, carefully, Rose settled into the stones on the floor and stared up at the smirking face of the Queen.

"You please me, there are too many stupid creatures in my realm. You are clever, loyal, and you take on your tasks with no complaints though impossible they may be. As you do so please me, I will allow you a choice of honors." Taking her regal time, which apparently was not something she liked to hurry along, the Empress finally spoke. "You may attempt to be converted to a maid in my own personal rapport of servants, or you may be served as a meal in the royal dining chamber this evening."

Rose blinked, feeling stupid as she couldn't quite allow herself to believe what she was hearing. "You want me to…that or eaten… well, isn't much of a choice. I'd rather die." The gravity of her statement settled in, it was on her life, it was honestly on her very life.

"You were given a rare privilege of having a choice in the matter. But I am sure you will be as sweet as you are out-spoken. Take the ugly thing away." With a dismissive wave, the Empress simply no longer seemed to have any interest as to whether Rose existed or not. Her wondering as to whom the Empress was talking to only lasted a moment, a pale grey spider dropped from the ceiling and began the time tested process of driving her out the door with his sticky legs. Rose felt numb again, she didn't know where the Doctor was, whether he was even in his right mind anymore, and if they had any chance of escaping this. Honestly and properly feeling a cold pit of frightened resolve in her gut, Rose left the room. She wasn't about to give up, this resolve was to put things right. She was going to find the Doctor and get him onto the TARDIS. His stupid plan be stuffed up the Empress's nose, this was going to be the end of it. He obviously hadn't been in his right mind and she would have to take over making the choices for a bit.

As she walked down the hall, she tried to remember how to get to that chamber where she had last seen him. The halls seemed to all look the same, and she knew she stood no chance of finding his room. She'd have to make a run for it and hope luck favored her.

As they approached Rose's nest, Rose spun around and ran under the spider, leaving him to hastily try to turn around in the tunnel. With all the strength she'd been developing from lifting and carrying, she was in better shape physically then she usually was. Running as quickly as she could, Rose could only glance into every room she passed, there were no doors down here. She sprinted, slipping down a corner that she took to fast, but recovering and taking off again. She could feel in the floor that the huge grey spider was chasing her, although she dared not look back and see how close he was. Rose flung herself around another turn and came to a dead stop. Her feet skidded, and she landed in a crouch. Twisp was looking down at her, blocking her path with his legs crouched low as well.

"You did not take the chance I gave. I do not envy your fate, but I did not cause it." Twisp said in what sounded like an actually distraught voice. Rose did not care to listen, like a mad woman, she screamed and launched herself at him, her shoulder managed to hit his abdomen, and she heard something crack. It was not her shoulder. She fell to the floor, slightly stunned at the impact on his casing, which apparently not impervious to blunt force.

A long grey-white spurt of fluid splattered across her back, Rose struggled, trying to tear her way free, but she only got caught more in the cottony web. As she had seen spiders do a million times on Earth, the grey legs grabbed her up and spun her around, coating everything. A tiny hole was left near her mouth, although if that was on accident or purpose, she wasn't sure. With only a hole as thick as a pencil to breath through, Rose began to feel light headed after a few minutes, a few minutes after that, she passed out.


End file.
